Lion Leadership Terms and Conditions
These Terms and Conditions (“Terms”) apply to the Services provided by Lion Leadership, LLC (“Lion Leadership”).
- Scope. Lion Leadership agrees to perform the “Services” as more specifically described in the Proposal. These Terms shall apply to each such Proposal. Lion Leadership may use subcontractors to perform some of the Services. Client acknowledges that in the performance of the Services, Lion Leadership is relying and is dependent on truth, accuracy and completeness of all information that Client delivers to Lion Leadership.
- Fees and Payment. The Proposal sets forth the fees and payment terms applicable to the Services. Client shall have no right to offset or withhold payment for any reason. If any amounts become past due for any reason, Lion Leadership, at its option and without further notice, may withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Lion Leadership’s obligations. Client shall reimburse Lion Leadership for any and all costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, incurred in connection with the collection or payment of any unpaid amounts.
- Warranty. Lion Leadership does not warrant in any form the results or achievements of the Services provided. Lion Leadership warrants that Services will be performed in a professional manner and quality which prevails among reputable, well-qualified providers of comparable services. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. LION LEADERSHIP DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, PRO-RATA REFUND OF THE APPLICABLE FEES PAID BY CLIENT FOR SUCH NON-CONFORMING SERVICES.
- Intellectual Property. This is not a work-for-hire agreement. All intellectual property rights to all works, reports, documents and other materials provided by Lion Leadership are and shall remain the sole and absolute property of Lion Leadership. This applies to all pre-existing works and derivative works of such pre-existing works, as well as to any works developed, conceived, created, discovered, invented or reduced to practice in the performance of the Services. All rights not expressly granted by this section are reserved by Lion Leadership.
- Training Manuals and Assessment Reports. Upon payment in full of all amounts owed, Lion Leadership hereby grants to Client a non-exclusive, non-sublicensable, non-transferable, perpetual and royalty-free license to use the training manuals and assessment reports for its internal business purposes.
- Course Content and One-on-One Services.
- License Grant. Upon payment in full of all amounts owed and subject to the restrictions in subsection 4(b)(ii), Lion Leadership hereby grants a personal, revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to view and use for personal use only the course content made available by Lion Leadership (whether provided in person, by phone, virtually or through Lion Leadership’s website) and any other reports, documents, information or other materials provided to an individual as part of Lion Leadership’s one-on-one Services.
- Restrictions. The reports, information, documents and materials provided by Lion Leadership as part of any one-on-one Service to an individual employee or representative of Client, and all course content (whether provided in person, by phone, virtually or through Lion Leadership’s website), are licensed for the personal use of such individual. Neither the Client nor the individual employee or representative of Client receiving such course content or one-on-one Service may modify, translate, create derivate works, copy, distribute, disassemble, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, exploit, or otherwise use the course content or materials in any manner not expressly permitted in this Agreement, or make any part of them available to any other person or entity, including to other employees or representatives of Client’s organization, without the prior written consent of Lion Leadership.
- Confidential Information.
- One-on-One Services. Client acknowledges and agrees that individual assessment, coaching and counseling are only effective if there is trust between the individual and the coach. Lion Leadership will not disclose any information shared over the course of any individual assessment, coaching or counseling without the individual’s permission, except as required by law. However, information about the individual may be anonymously or hypothetically shared as part of training or consultation Services.
- Course Content and Training Materials. Client acknowledges and agrees that the training materials and course content used by Lion Leadership are confidential to Lion Leadership. Client shall ensure that its individual employees or representatives who are the recipients of such training materials and course content will maintain such materials and course content in strict confidence and not disclose them to any other employee or representative of Client or to any third parties.
- Other Types of Confidential Information. Each party agrees that the terms and conditions of this Agreement shall not be disclosed by either party. Each party (“discloser”) may disclose or has disclosed information to the other party (“recipient”) that the discloser considers confidential, such as information about its products, customers, employees, suppliers, business plans or strategies. The recipient will use such information only in the furtherance of its obligations under this Agreement and will use reasonable care to protect and prevent unauthorized use or disclosure of the discloser’s information, unless otherwise authorized by the discloser. The recipient may share the discloser’s confidential information with its employees, directors, agents or third party contractors who have a need to know such information to comply with the obligations under this Agreement.
- Exceptions. The recipient’s obligations with respect to use and disclosure of the discloser’s confidential information do not apply to any information that: (a) was previously known to the recipient without restriction; (b) is or later becomes publicly available through no fault of the recipient; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the recipient.In addition, the recipient may disclose the other party’s confidential information when compelled to do so by law if it provides reasonable prior notice to the discloser, unless a court orders that the discloser not be given notice.
- Return of Information and Survival. As soon as no longer needed for the purpose of this Agreement or upon the discloser’s request, the recipient shall return to the discloser, or delete, or destroy all of the discloser’s confidential information, including all copies and materials that contain, embody or relate to such confidential information. The duty to protect the discloser’s confidential information shall survive the expiration or termination of this Agreement for any reason.
- Record Retention. Lion Leadership may create and maintain notes or other internal work papers as part of the coaching or counseling Services. Such notes and work papers are retained according to Lion Leadership’s standard record retention policy. Lion Leadership may destroy any such notes and work papers at any time after the conclusion of such Services. Lion Leadership shall have no obligation to retain any such notes or work papers beyond the conclusion of coaching or counseling Services, or to respond to inquiries concerning them.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, LION LEADERSHIP SHALL NOT BE LIABLE TO THE CLIENT OR ANY OTHER PERSON FOR ANY LOSS OF GOODWILL, REPUTATION, BUSINESS INTERRUPTION OR DELAY, PRODUCTION, VALUE OF INTERNAL TIME OF COMPANY EMPLOYEES, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT OR STRICT LIABILITY, OR ANY OTHER FORM OF ACTION, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY SUFFERING THE LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LION LEADERSHIP’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF: (I) DIRECT DAMAGES PROVEN; OR (II) THE AMOUNT ACTUALLY PAID BY CLIENT TO LION LEADERSHIP IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INITIAL EVENT WHICH GAVE RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS PROVISION SHALL NOT APPLY TO ANY DAMAGES RESULTING FROM LION LEADERSHIP’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT.
- Relationship of the Parties. Lion Leadership will perform Services as an independent contractor. Nothing contained in this Terms shall be deemed or construed by the parties or by any third party to create the relationship of principal and agent, a fiduciary, or of partnership, joint venture or any other type of association between Client and Lion Leadership other than as customer and service provider. Lion Leadership shall have no authority to enter into any contracts or commitments on Client’s behalf. Client shall have no right of control over the manner in which the Services are performed, other than the right to establish reasonable policies and protocols applicable to such Services.
- Non-Solicitation. Client shall not, from the commencement of the Services until 12 months after the end of the Term, directly or indirectly solicit, encourage, hire or attempt to solicit, encourage or hire, any employee or contractor of Lion Leadership to work for any other business, or otherwise interfere or seek to interfere with Lion Leadership’s business relations with any person. The foregoing covenant does not apply to any person who (i) responds to a general solicitation of employment through an advertisement not specifically targeted at Lion Leadership or its employees or contractors, (ii) is referred to the Client by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by Client to solicit Lion Leadership’s employees or contractors, (iii) contacts the Client on his or her own initiative without any direct or indirect solicitation, or (iv) who has not been an employee or contractor of Lion Leadership for at least 60 days.
- General Provisions.
- Dispute Resolution. The parties shall use good faith efforts to resolve any dispute by negotiation between executives who have authority to settle the dispute. The designated individuals shall meet in person or by conference call within ten (10) business days of the effective date of a notice of a dispute to resolve the issues in dispute. Any disputes that cannot be resolved through good faith negotiation shall be submitted to mediation at a mutually agreed location in Atlanta, Georgia. The mediation will be governed by the then-current Commercial Mediation Procedures of the American Arbitration Association (“AAA”). If the parties cannot agree on the identity of the mediator, the parties will give a written notice of the mediation to the AAA and the AAA will appoint a mediator.
- Governing Law; Limitation of Actions. The laws of the State of Georgia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
- Severability; Survival. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable. Sections 2-10 of these Terms shall survive any termination or expiration of this Agreement for any reason.
- Waiver. The parties may waive this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
- Force Majeure. Any delay in or failure of performance by either party under this Agreement (other than a failure to comply with payment obligations) shall not be a breach of this Agreement if and to the extent caused by a Force Majeure Event (as defined below). The party whose performance is affected by such Force Majeure Event promptly shall notify the other party, giving details of the Force Majeure circumstances and its expected duration. The obligations of the affected party shall be suspended to the extent caused by the Force Majeure Event and so long as the Force Majeure Event continues. The time for performance of the affected obligation shall be extended by the length of the delay caused by the Force Majeure Event. As used herein, “Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all of the following tests: (a) prevents a party, in whole or in part, from performing its obligations hereunder; (b) is beyond the reasonable control of and not the fault of the nonperforming party; and (c) the party has been unable to avoid or overcome the event by the exercise of due diligence. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events is deemed to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, disease outbreak, famine or plague, shipwreck, action of a court or public authority, or strike, work-to-rule action, go-slow or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. The foregoing list is not exhaustive, and the principle of ejusdem generis is not to be applied in determining whether a particular act or event qualifies as a Force Majeure Event. Any Force Majeure Event affecting a party’s subcontractors or third party contractors constitutes a Force Majeure Event affecting that party. No adjustment of the applicable fees is to be made based on a Force Majeure Event.
- Publicity. Client authorizes Lion Leadership to include Client’s name and logo or trademark on its website and in other marketing materials. Lion Leadership may include a factual description of the Services provided in its list of references, its internal planning documents and whenever required or appropriate by reason of accounting, legal or regulatory requirements.
- Notices. Any notice required by this Agreement must be in writing and delivered in person, by mail or email to the parties’ respective address in the Proposal, or at such other address as a party may designate by notice. A notice is effective only if delivered as required by the preceding sentence and if the addressee has received the notice.
- Assignment. Neither party may assign its rights or delegate its obligations under this Agreement, either in whole or part, without the express written consent of the other party. Any assignment without such consent shall be null and void. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the parties.
- Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the signatories.
- Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Agreement in the presence of the other parties to this Agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other parties. In proving this Agreement, a party must produce or account only for the executed counterpart of the party to be charged.
- Electronic Signatures. Any signature of the parties, whether digital or encrypted (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) included in this Agreement or any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manual signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law. Delivery of a copy of this Agreement or any other document related to this transaction bearing an original or electronic signature by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
- Entire Agreement; Amendments. The Proposal and these Terms together constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than those expressly stated in this Agreement. This Agreement shall not be modified or amended except in a writing signed by both parties.
This Proposal is available for acceptance for SEVEN days from the date of this Proposal. The Proposal is Lion Leadership’s best estimate of the total price to complete the work stated above, but it is subject to change. If the project is delayed or additional Services or time are required, Lion Leadership will inform you of the changes and the modified pricing as soon as possible and the parties will sign an amendment to this Proposal.
This Proposal and your acceptance are subject to the additional Terms and Conditions (“Terms”) attached to this Proposal. The provisions in this Proposal will control over any conflicting provisions in the Terms. Upon your acceptance, this Proposal, including the Terms, is the entire agreement between the parties and supersedes and replaces all prior agreements, correspondence and discussions regarding the subject matter described in this Proposal.
- Term: The “Term” of this engagement will begin on the date this Proposal is signed by both parties and continue until completion or until it is otherwise terminated according to this Agreement or as permitted by the Terms.
- Termination: Either party may terminate this Proposal if the other party fails to perform a material obligation which is not addressed within ten (10) days of receipt of written notice.
If you terminate the Services prior to completion for any reason, you must provide thirty (30) days prior written notice and will pay: (a) all accrued but unpaid fees owed through the date of termination; plus (b) forfeit the nonrefundable amounts (if any).